PARAGRAPH 4 RESTRICTIONS ON DEALINGS
NB Notwithstanding the provisions of Paragraph 4, a person may be precluded from dealing or procuring others to deal by virtue of restrictions contained in the Financial Services and Markets Regulations 2015 regarding market abuse. Where the Panel becomes aware of instances to which such restrictions may be relevant, it will inform the financial services regulator of Abu Dhabi Global Market.
4.1 PROHIBITED DEALINGS BY PERSONS OTHER THAN THE BIDDER
(a) No dealings of any kind in securities of the Target by any person, not being the Bidder, who is privy to confidential price sensitive information concerning an offer or contemplated offer may take place between the time when there is reason to suppose that an approach or an offer is contemplated and the announcement of the approach or offer or of the termination of the discussions.
(b) No person who is privy to such information may make any recommendation to any other person as to dealing in the relevant securities.
(c) No such dealings may take place in securities of the Bidder except where the proposed offer is not price sensitive in relation to such securities.
4.2 RESTRICTION ON DEALINGS BY THE BIDDER AND CONCERT PARTIES
(a) During an offer period, the Bidder and persons acting in concert with it must not sell any securities in the Target except with the prior consent of the Panel and following 24 hours public notice that such sales might be made. The Panel will not give consent for sales where a mandatory offer under Paragraph 9 is being made. Sales below the value of the offer will not be permitted. After there has been an announcement that sales may be made, neither the Bidder nor persons acting in concert with it may acquire an interest in any securities of the Target and only in exceptional circumstances will the Panel permit the offer to be revised. The Panel should be consulted whenever the Bidder or a person acting in concert with it proposes to enter into or close out any type of transaction which may result in securities in the Target being sold during the offer period either by that party or by the counterparty to the transaction.
(b) During an offer period, the Bidder and persons acting in concert with it must not acquire an interest in any securities of the Target through any anonymous order book system, or through any other means, unless, in either case, it can be established that the seller, or other party to the transaction in question, is not an exempt principal trader connected with the Bidder.
In the case of dealings through an inter dealer broker or other similar intermediary, “seller” includes the person who has transferred the securities to the intermediary as well as the intermediary itself. (See also Paragraph 38.2)
4.3 GATHERING OF IRREVOCABLE COMMITMENTS
Any person proposing to contact a private individual or small corporate shareholder with a view to seeking an irrevocable commitment must consult the Panel in advance.
4.4 DEALINGS IN TARGET SECURITIES BY CERTAIN TARGET CONCERT PARTIES
During the offer period, except for exempt principal traders and exempt fund managers, no financial adviser or corporate broker (or any person controlling, controlled by or under the same control# as any such adviser or corporate broker) to a Target (or any of its parents, subsidiaries or fellow subsidiaries, or their associated companies or companies of which such companies are associated companies) shall, except with the consent of the Panel:
(i) either for its own account or on behalf of discretionary clients acquire any interest in Target shares; or
(ii) make any loan to a person to assist him in acquiring any such interest save for lending in the ordinary course of business and on normal commercial terms to persons with which they have an established customer relationship; or
(iii) enter into any indemnity or option arrangement or any arrangement, agreement or understanding, formal or informal, of whatever nature, which may be an inducement for a person to retain, deal or refrain from dealing in relevant securities of the Target.
4.5 RESTRICTION ON THE TARGET ACCEPTING AN OFFER IN RESPECT OF TREASURY SHARES1
A Target may not accept an offer in respect of treasury shares until after the offer is unconditional as to acceptances.
4.6 SECURITIES BORROWING AND LENDING TRANSACTIONS BY BIDDERS, THE TARGET AND THEIR CONCERT PARTIES
(a) During an offer period, the following persons must not, except with the consent of the Panel, enter into or take action to unwind a securities borrowing or lending transaction in respect of relevant securities of the Target:
(i) a Bidder;
(ii) the Target; and
(iii) any person acting in concert with a Bidder or with the Target.
During an offer period, where a person subject to Paragraph 4.6(a) enters into or takes action to unwind a securities borrowing or lending transaction in respect of relevant securities of a securities exchange Bidder or, with the consent of the Panel, the Target, the transaction must be disclosed as if it were a dealing in those relevant securities (see Paragraph 8.8).